Exhibit 10.1 - Distribution Agreement with Winfield
Entertainment Group, Inc.
DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of the date February 28-2001, between
Global Wireless Services, Inc., a British Columbia corporation,
having its principal place of business in Vancouver, British
Columbia (hereinafter called the "Manufacturer") and Winfield
Entertainment Group, having his principal place of business in
Burnaby, B.C (hereinafter referred to as the "Distributor")
BACKGROUND
Manufacturer has developed a wireless data product that is
used to monitor vending equipment and other such locating
devices yet to be defined.
Distributor is in the business of selling and supporting
vending machines.
Manufacturer wishes to grant an exclusive license to the
Distributor respecting the distribution of Products (as
defined below) within the Territories (as defined below) and
the Distributor wishes to act as exclusive distributor of
such Products within the Territories (as defined below).
NOW THEREFORE, for and in consideration of the mutual covenants
and agreements herein contained, and intending to be legally
bound, the parties agree as follows.
The following expressions shall have the indicated meanings and
grammatical variations of such words and terms shall have
corresponding meanings, unless there is something in the
subject matter or context inconsistent therewith:
"Agreement", "this Agreement", "hereto", "herein", "hereby",
"hereunder", "hereof" and similar expressions refer to the
Distribution Agreement and not to any particular Article,
Section, subsection, clause, subclause or other portion hereof
and include any and every amending agreement and agreement
supplemental or ancillary hereto;
"License" means the exclusive license granted by the
Manufacturer to the Distributor pursuant to Section 2.1;
"Products" means the products relating to the System, which are
more particularly described in Schedule "A" as the same may be
updated from time to time, as herein contemplated;
"Sale Prices" means the Product prices set forth in Schedule
"B", FOB the Manufacturer's distribution facility, as the same
may be updated from time to time by the Manufacturer in its
discretion;
"Technical Information: means all present and future drawings,
designs, manufacturing and material specification, apparatus,
data technical data, information relating to the Products
developed by the Manufacturer;
"Territories" means the geographic areas set forth in Schedule
"C"
"Warranty" means the warranty of the Manufacturer in respect to
the Products the text of which is set out in Schedule "D", as
such warranty may be updated from time to time;
1.2 SCHEDULES
The following are the Schedules attached to and forming part of
the Agreement:
SCHEDULE DESCRIPTION
A Products
B Sale Prices
C Territories
D Warranty
E Purchase Quotas
1.3 CURRENCY
All payments contemplated by this Agreement shall be made in,
and all dollar amounts referred to in this Agreement are stated
in US funds for the US and Canadian Funds for Canada.
1.4 NUMBER, GENDER, ETC.
Words importing the singular number only shall include the
plural, and vice versa, words importing the masculine gender
shall include the feminine gender and neuter gender and words
importing persons shall include a natural person, firm, trust,
partnership, association, corporation, government board, agency
or instrumentality.
1.5 HEADINGS
The division of this Agreement into Articles and Sections and
the insertion of headings are for convenience of reference only
and shall not affect the interpretation or construction of the
Agreement or any provision hereof.
1.6 GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the laws of the Province of British Columbia, the federal
laws of Canada applicable therein and the parties hereto do
hereby irrevocably attorney to the jurisdiction of the courts
of the Province of British Columbia
1.7 SEVERABILITY
If any provision of these Agreement shall be found to be
invalid, illegal or unenforceable by reason of any
determination made by a court of competent jurisdiction or any
governmental authority having jurisdiction in the
circumstances, such provision shall be severed from this
Agreement and the validity, legality or enforceability of the
remaining provisions of this Agreement shall not in any way be
affected or impaired thereby.
1.8 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the
parties relating the subject matter hereof.
1.9 AMENDMENTS
No amendments or modifications of this Agreement, with the
exception of those modification to Schedules A and B
contemplated by this Agreement, shall be binding unless in
writing, signed by the parties hereto.
1.10 TIME OF THE ESSENCE
Time shall be of the essence of this Agreement.
1.11 BINDING NATURE
This Agreement shall be binding upon the permitted assigns and
successors of the parties hereto.
1.12 COUNTERPARTS
This agreement may be executed in several counterparts each of
which when so executed shall be deemed to be an original and
such counterparts together shall constitute one and the same
agreement, which shall be sufficiently evidenced by any such
original counterpart.
1.13 ASSIGNMENT
The Distributor shall be entitled to assign, transfer,
hypothecate or pledge this Agreement with Global Wirless
Services. Inc consent.
1.14 FURTHER ASSURANCES
The parties hereby agree to execute and deliver such further
and other documents and perform or cause to be performed such
further acts and things as may be necessary or desirable to
give full effect to this Agreement.
1.15 FORCE MAJEURE
The Manufacturer shall not be responsible for and shall have no
liability for any failure on its part to perform or abide by
any provision of this Agreement if such failure arises by
reason of the occurrence of an act of force majeure. For the
purposes of this section, "force majeure" shall mean any of the
following:
an act of God,
an outbreak of hostilities, riot, civil disturbance or
an act of terrorism,
the act of any government of a governmental agency or
authority,
fire, explosion, flood,
theft, malicious damage, strike, lock-out or industrial
action of any kind, or
any cause or circumstance whatsoever beyond the
Manufacturer's reasonable control.
If the Manufacturer is prevented, by reason of an event of
force majeure, from performing or abiding by any of the
provisions of this Agreement, the Manufacturer will use
reasonable commercial efforts to partially perform and abide by
such provisions to the extent practicable have regard to the
event of force majeure.
1.16 SET OFF
Whenever any sum of money shall be payable by the Distributor
to the Manufacturer, the same may be deducted by the
Manufacturer from any sum then payable or which thereafter may
become payable to the Distributor by the Manufacturer.
1.17 REMEDIES CUMULATIVE
The rights and remedies of the parties under this Agreement are
cumulative and are without prejudice and in addition to any
rights or remedies a part may have at law or in equity. No
exercise by a party of any right or remedy under this Agreement
or at law or in equity shall (save to the extent expressly
provided herein, if any) operate so as to hinder or prevent the
exercise by it of any other right or remedy.
2 LICENSE
2.1 GRANT OF LICENSE
Subject to the terms of this Agreement the Manufacturer hereby
grants to the Distributor the exclusive right to sell Product
within the Principal Territories. The Distributor shall have
the exclusive right to appoint or sell Products to any sub-
distributor of the Distributor without the prior consent of the
Manufacturer. Manufacturer shall refer to the Distributor all
inquiries or orders in respect of Product received from persons
residing or carrying on business within any of the territories.
The Distributor shall not solicit business from or sell
Products to persons residing or carrying on business outside of
the Principal Territories and will refer to the Manufacturer
all inquiries or orders received from persons residing or
carrying on business outside of the Principal Territories. The
Distributor will be involved in negotiations securing other
Distributors for the Secondary Territories.
2.2 PROTECTION OF TERRITORY
The Manufacturer will use reasonable commercial efforts to
protect the Territories but cannot guarantee to prevent the
shipment into any of the Territories of Products sold outside
of the Territories by it or to their parties and shall not be
held responsible therefor unless Products are supplied by the
Manufacturer to persons residing or carrying on business
outside of the Territories with knowledge that such Product
will be shipped into one of the Territories.
2.3 TECHNICAL INFORMATION AND TRADEMARKS
The parties acknowledge that the Distributor will require
access to the Technical Information and the right to utilize
the TradeMarks in connection with the sale of Products within
the Territory. The Manufacturer shall make the Technical
Information available to the Distributor and permit the
Distributor to use the TradeMarks.
2.4 DEVELOPMENTS RELATING TO THE PRODUCTS
It is acknowledged that the Manufacturer may change, modify or
improve the Products or the Technical Information from time to
time during the term of the License. The Manufacturer shall
make any such changed, modified or improved Products and
Technical Information available to the Distributor (subject to
the terms and conditions of this Agreement) and Schedules "A"
and "B" shall be modified accordingly.
3 SALE OF PRODUCTS FROM THE MANUFACTURER TO THE
DISTRIBUTOR
3.1 PURCHASE AND SALE OF PRODUCTS
The Distributor shall purchase all Products required by it for
any purpose from the Manufacturer.
3.2 MINIMUM PURCHASE REQUIREMENTS
The Distributor shall, in respect of each of the Territories
and during each year of the term of the License (and thereafter
if such License is extended), purchase Products from the
Manufacturer (and make payment in respect of the same) in not
less than the amounts set forth in Schedule E.
3.3 TERMS OF SALES
The following conditions shall apply in respect of all sales of
Products by the Manufacturer to the Distributor hereunder:
all orders for Products submitted by the Distributor
shall be on forms furnished by or acceptable to the
Manufacturer;
the Distributor shall place orders in sufficient time in
advance of its need in order to facilitate orderly
delivery of Products by the Manufacturer;
all orders shall be deemed to incorporate the terms and
conditions of this Agreement;
the price to be paid by the Distributor for Products
shall be the Sale Prices relating thereto;
payment by the Distributor for any particular shipment of
Products shall be made by way of check or bank draft,
which shall be sent by overnight courier to the
Manufacturer upon receipt by the Distributor of
funding from its third party finance company
following installation of Manufacturer's product.
(i) unless otherwise negotiated with respect to specific
orders, the Manufacturer shall use its best efforts
to deliver all Products within forty-five (45)
calendar days from the date of actual receipt of the
applicable order from the Distributor; (ii) the
Manufacturer shall not be responsible for any failure
or delay in delivery of any Products due to
circumstances beyond its control; (iii)the
Distributor shall within thirty (30) days of receipt
of any Products at the designated location for
delivery notify the Manufacturer in writing of all
shortages and/or damages claimed to have existed at
the time such Products were shipped from the
Manufacturer's distribution facility; (iv) the
Manufacturer shall not be responsible for shortages
and/or damages when notice is not given within thirty
(30) days after receipt of Products as provided
above; (v) the Manufacturer shall, if such shortage
or damage is verified by it, use, its best efforts to
deliver replacement Products to the Distributor, at
no additional cost to the Distributor, within five
(5) days of receipt of the notice from the
Distributor. It is understood that the Manufacturer
shall be responsible for any failure of delay in
delivering replacement products. However,
Manufacturer shall not be responsible for any losses
of or damages to Products occurring after the same
are shipped from the Manufacturer's distribution
facility so long as the Products are shipped in a
commercially reasonable manner;
the parties acknowledge and agree that, other than the
Warranty, there are no express or implied warranties
of any nature or kind whatsoever made by the
Manufacturer to the Distributor with respect to the
Products, including, without limitation, any warranty
of merchantability, quality or fitness for any
particular purpose and, except as the result of
Manufacturer's negligence, Manufacturer shall have no
liability or responsibility to the Distributor for
special or consequential damages including, without
limitation, losses of profits or anticipated profits,
and
legal title and risk of loss or damage, to all Product
shall remain the responsibility of the Manufacturer
until the time of shipment of the Products from the
Manufacturer's distribution facility if and only if
the Products are shipped in a manner specified by
Distributor.
3.4 MODIFICATION OF SALE PRICES
The parties understand that the manufacturing cost and possibly
airtime costs will decrease and, as such the price will
decrease by the same amount. Otherwise, Manufacturer shall
have no right to change the Sale Price relating to any of the
Products. The Manufacturer shall notify the Distributor in
writing (in accordance with Section 12.1) as the Sale Prices
are amended from time to time and Schedule "B" shall be deemed
to be amended accordingly with effect on all orders for
Products delivered to the Manufacturer subsequent to the date
that is thirty (30) days after receipt by the Distributor of
such notice of amendment of the Sale Prices.
4 DISTRIBUTOR'S OBLIGATIONS
4.1 PROMOTION, MAINTENANCE, OFFICES
Distributor promises to use reasonable commercial efforts to
promote, at its own expense, the sale of the Products within
the Territories, to provide maintenance for Products sold,
leased or otherwise distributed within any of the Territories
on a basis consistent with good business practice and to
maintain within the Territories one or more offices, which
shall be open during normal business hours;
4.2 MANUFACTURER'S GOODWILL & REPUTATION
Distributor promises to avoid any sales policies, trade
practices and advertising that would be injurious to the
reputation and goodwill of the Manufacturer of which would
constitute a breach of applicable law;
4.3 AGENCY
Distributor promises that it shall not represent itself as the
Manufacturer's agent for any purpose and shall not incur any
obligations or make any promises or representations on the
Manufacturer's behalf;
4.4 LICENSES & REGISTRATIONS
Distributor promises that it will obtain and maintain all
licenses and registrations necessary to permit it to distribute
Products within the Territories as contemplated by this
Agreement and to deliver to the Manufacturer, upon
Manufacturer's request, a copy of all such licenses or
registrations and to forthwith notify Manufacturer of the
cancellation, suspension or modification of any such license or
registration;
4.5 WARRANTEE
Distributor promises that it will deliver or cause to be
delivered a copy of the Warranty to each purchaser of Products
sold pursuant to this Agreement.
5 REPRESENTATIONS AND WARRANTIRES OF THE MANUFACTURER
5.1 DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
The Manufacturer represents and warrants as follows, and
acknowledges that the Distributor is relying upon such
representations ad warranties:
the Manufacturer is a corporation duly incorporated and validly
subsisting, with the requisite corporate power and
capacity to enter into and perform all of its obligations
under this Agreement;
this Agreement has been duly executed and delivered by the
Manufacturer;
the execution, delivery and performance of this Agreement have
been duly and validly authorized by all requisite
corporate action on the part of the Manufacturer; and
the consummation of the transactions contemplated herein will
not violate nor be in conflict with any provision of the
Manufacturer's by-laws or any agreement or instrument to
which the Manufacturer is a party of is bound, or any
judgment, decree, order, statute, rule or regulation
applicable to the Manufacturer.
5.2 SURVIVAL
Notwithstanding anything to the contrary herein, express or
implied, it is expressly agreed and understood that the
foregoing representations and Warranties are true on the date
hereof and shall continue and remain in full force and effect
for the benefit of the Distributor.
6 REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR
6.1 DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
The Distributor hereby represents and warrants as follows, and
acknowledges that the Manufacturer is relying upon such
representations and warranties:
The Distributor will incorporate a corporation that will be
duly incorporated and validly subsisting under the laws of
its jurisdiction of incorporation, with the requisite
corporate power and capacity to carry on its business and
to enter into and perform all of its obligations under the
Agreement;
this Agreement has been duly executed and delivered by the
Distributor;
The consummation of the transactions contemplated by this
Agreement will not violate, nor be in conflict with, any
provision of the Distributor's by-laws, or any agreement
or instrument to which the Distributor is a party or by
which it is bound, or any judgment, decree, order,
statute, rule or regulation applicable to the Distributor;
and
The execution, delivery and performance of this Agreement and
the transactions contemplated hereby have been duly and
validly authorized by all requisite corporate action on
the part of the Distributor.
6.2 SURVIVAL
Notwithstanding anything to the contrary herein, express or
implied, it is expressly agreed and understood that the
foregoing covenants, representations and warranties are true on
the date hereof and shall continue and remain in full force and
effect for the benefit of the Manufacturer.
7 COVENANTS OF THE MANUFACTURER
7.1 MARKETING MATERIALS
The Manufacturer hereby agrees that it shall, at no cost to the
Distributor, from time to time provide the Distributor with
examples of marketing materials utilized by the Manufacturer,
including layouts, catalogs, brochures and similar information
concerning the Products, as requested by the Distributor, in
order to assist the Distributor with the sale of the Products
in the Territories.
8 ADDITIONAL COVENANTS OF THE DISTRIBUTOR
8.1 INITIAL MARKETING OF PRODUCTS
Prior to the date that Products are available for commercial
distribution, the Distributor will use reasonable commercial
efforts to introduce the System and the Products to potential
users, for the purpose of obtaining expressions or indications
of interest.
8.2 TAXES, ETC.
The Manufacturer and Distributor shall be equally responsible
for and shall pay all sales, use, customs, import or other
similar taxes, fees or charges that may be applicable in
respect to the purchase and delivery of Products pursuant to
this Agreement.
9 TRADE MARKS AND TRADE NAMES
9.1 GENERAL
The Distributor is granted no right, title or interest in the
TradeMarks or any name used in respect of the System or the
Products except for the rights provided for in Article 2 of the
Agreement. Upon termination of this Agreement, the Distributor
will immediately cease the use of all of the names or
TradeMarks referred to above or any near resemblance thereto as
might be calculated to deceive purchasers or prospective
purchasers of Products or users of the System.
9.2 INFRINGEMENT OF TRADEMARKS ETC.
In the event that the Distributor becomes aware of any
infringement of the Technical Information or TradeMarks it
shall immediately provide the Manufacturer with written notice
thereof.
10 INDEMNIFICATIION
10.1 INDEMNITY
Each Party hereto, hereby covenants and agrees to indemnify and
save harmless the other from and against any and all
liabilities, losses, costs (including, without limitation,
legal fees on a solicitor and his own client basis), claims or
damages of any nature whatsoever suffered or incurred by one
Party arising out of or resulting from any representation or
warranty of that Party being untrue or misleading in any
material respect or any breach by that Party of any of its
covenants contained in the Agreement.
11 TERM AND TERMINATION
11.1 TERM
This Agreement shall be deemed to have come into force as of
the day and year first above written and the License shall
remain in full force and effect for a period of five (5) years
from the date on which the Manufacturer notifies the
Distributor that Products are available for commercial
distribution, unless terminated earlier, in whole or in part,
in accordance with this Agreement. If, upon the expiration of
such five (5) year term, the License has not been terminated by
either party pursuant to section 11.2 it shall be automatically
renewed in respect of those territories in which the License is
then in effect for a period of one year and thereafter from
year to year unless terminated by either party pursuant to
section 11.2(b) below.
11.2 TERMINATION
The License shall be terminable upon the occurrence of any of
the following events:
By the Manufacturer, in respect of any particular
Territory, in the event that the Distributor fails to
meet targets established pursuant to Section 3.2
relating to the purchase of and payment for Products by
the Distributor for that Territory;
By either party upon the appointment of a receiver or a
trustee in bankruptcy for the whole or any part of the
assets of the other part of if an order is made or
resolution is passed for the winding-up of such other
party;
By either party upon the failure of the other party to
comply with any of its material obligations hereunder
where such failure continues for a period of thirty
(30) days after receipt of written notice from the non-
defaulting party detailing such breach and requesting
that the same be remedied;
By the Manufacturer upon any voluntary abandonment of the
License by the Distributor, including acts or omissions
indicating a willingness, desire or intent to
discontinue operations pursuant to the License or a
disregard for the operation of the business established
by the Distributor pursuant hereto;
11.3 SURVIVAL OF CERTAIN PROVISION
Articles 1,5,6,8 and 9 and Section 15.1 shall survive the
termination of the License for any reason whatsoever.
11.4 PROCEDURES FOLLOWING TERMINATION
Upon termination of the Distributor for any reason:
All unfilled orders of the Distributor for Products from
the Manufacturer shall be canceled without liability on
the part of either party, provided that where there
would be a mutual advantage to fill some or all of such
orders this may be done at the option of the
Manufacturer and such act shall not be construed as an
extension of renewal of the License or as a waiver of
termination, but nevertheless all such transactions
shall be governed by terms identical with the terms of
this Agreement;
The Distributor shall remove and discontinue the use of
all signs, stationery, advertising and other material
and refrain from conduct that would make it appear to
the public that the Distributor is still a distributor
of the Products, however, if the License is terminated
for any reason by either party, the Distributor shall
not be prevented from selling any Product purchased
from the Manufacturer during or after the term of this
Agreement;
The Distributor shall return to the Manufacturer all
written documents or materials furnished to it by the
Manufacturer relating to the Products or the System;
provided that if the License is terminated only with
respect to a particular Territory pursuant to
Subsection 11.2(a), the foregoing procedures need only
be adhered to in respect of that Territory and provided
further that the foregoing procedures shall not apply
in respect of any Territory or Territories if the
parties determine that the Distributor will continue to
distribute Products therein on a non-exclusive basis.
12 NOTICE
12.1 FORM OF NOTICE, ETC.
Any notice required or permitted to be given to a party
hereunder shall be in writing and may be given by personal
delivery, by courier, by mailing the same postage prepaid or by
facsimile or other electronic transmitting device to the
president at the address of such party as follows:
Global Wireless Services, Inc.
000-000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx, X0X 0X0
PH 000 000 0000 FAX 000 000 0000
Winfield Entertainment Group
------------------------------
Burnaby, B.C., Canada
PH 000-000-0000
Any notice aforesaid, if delivered personally or by courier or
transmitted by facsimile shall be deemed to have been received
on the date of delivery or transmission and if mailed shall be
deemed to have been received on the fifth business day
following the date on which it was mailed. Any party may
change its address for service from time to time by notice
given in accordance with this Section 12.1
13 RELATIONSHIP OF PARTIES
13.1 NO AGENCY, ETC.
Nothing herein shall be construed in any manner to constitute
the Distributor as an agent or partner of the Manufacturer or
the Manufacturer as an agent or partner of the Distributor. It
is expressly understood and agreed that the Distributor and the
Manufacturer shall at all times by independent contractors.
Except as specifically contemplated herein, the Distributor and
the Manufacturer shall not act, or attempt to act, directly or
by implication, as an agent of the other or in any manner
assume or create, or attempt to assume or create, any
obligation on behalf of, or in the name of the other.
14 INSURANCE
14.1 GENERAL
Each party shall, at its own expense, obtain and maintain
during the term of the License and any renewal thereof,
insurance policies reasonably satisfactory to the Manufacturer.
Each Party shall furnish the other, upon request, with a
Certificate of Insurance (or a copy thereof) evidencing the
existence of the insurance policy referred to above.
15 NON-COMPETITION
15.1 NON-COMPETITION DURING TERM OF AGREEMENT
During the term of this Agreement, neither party shall,
individually or in conjunction with any other person, firm,
partnership, corporation or other third party, as principal,
agent, shareholder, director, employee or guarantor or in any
other manner whatsoever, directly or indirectly carry on, be
engaged in, concerned with or interested in or advise in the
operation of any business utilizing a system similar to the
System of sells products similar to the Products. For greater
certainty, the parties hereby acknowledge and agree that the
continued distribution by the Distributor of the products
currently distributed by the Distributor shall not be
considered to be in breach of the foregoing covenant.
IN WITNESS WHEREOF the parties have executed and delivered this
Agreement as of the date first above written
Global WIRELESS SERVICES, INC.
By: _______________________________
Xxx Xxxxxxx President
______________, ___
By:________________________________
Winfield Entertainment Group
SCHEDULE "A"
PRODUCTS
Description of Product: Vending Monitoring Device Using
Wireless Technology
This product consists of three components:
Wireless Remote Unit: It consists of the following
components: Box, PCB, controller, radio, components,
cabling, relay, and transformer. Other components will
be added as the product evolves and customizations are
introduced. Also included is downloadable firmware.
Monitoring station: The monitoring station will operate
software developed by Global Wireless System. This
software will allow a customer to observe the status of
all equipped with a Wireless Remote Unit.
Exclusive Product Wireless Vending Monitoring Solution
(a) For the use in existing vending machines
(b) For use in newly manufactured vending machines that do
not include a similar device
SCHEDULE "B"
SALE PRICES
The foregoing prices do not include any sales, use, excise,
customs, import or similar taxes, fees or charges, all of which
are to be paid equally by the Manufacturer and Distributor
pursuant to Article 8.
SCHEDULE "C"
TERRITORIES
Principal Territory: Canada.
Secondary Territory: U.S.A. To be dealt with later.
A Principal territory is defined as a territory where the
Distributor has direct contact with the customer and may at
times do business through another distributor.
SCHEDULE "D"
Warranty Policy
Global Wireless Services, Inc. (20/20) provides limited
warranties for hardware and software.
A. HARDWARE
Coverage:
Global warrants that the equipment, parts and accessories
manufactured by Global will:
be free from defects in material and workmanship
furnished by Global and used in the fabrication thereof
perform in accordance with 20/20's published
specifications
Period of Coverage:
Globals warranty period to distributors and end users is
(12) months from date of shipment from Globals's facilities
in Vancouver, Canada. All defective products must be
returned to Global Wireless Services, Inc., Vancouver, BC,
Canada, within this period.
An optional Extended Warranty is available on all new Global
manufactured hardware if purchased at the time of original
equipment purchase. This Extended Warranty extends the
basic warranty for an additional twelve months, giving an
effective warranty period of twenty-five months from
shipment. Pricing for the optional Extended Warranty can be
obtained from your Global Sales Representative.
Extent of Coverage:
The extent of Global's liability under this warranty as to
any such defects is expressly limited to correction, repair
or replacement of the Global manufactured equipment which is
defective. All such correction, repairs or replacement
shall be accomplished through the Global factory to ensure
that the equipment, part or peripheral involved will meet
our repair specification, and ensure that the unit under
repair will not be kept out of service longer than is
reasonably necessary. Modifications authorized by Service
Bulletins and implemented by the Customer will not affect
the warranty if installed in accordance with the
Modification Kit Instructions.
What is Not Covered:
Global will, as to each and every defect, be relieved of all
obligations and liability under the warranty, if:
The equipment is operated with any accessory, equipment
or part not specifically approved by Global and not
manufactured by Global, or to Global's design and
specification.
The equipment was not installed, operated or maintained
in accordance with Global's published specifications.
The equipment was installed by someone other than
Global's factory trained and certified technicians.
The equipment was installed by someone other than a
technician trained by a Global authorized trainer.
The equipment was repaired, altered or modified without
Global's approval.
The equipment is not, within the applicable warranty
period, returned to Global's repair facility in
Xxxxxxxxx, XX, Xxxxxx, ______________, ___,.
B. SOFTWARE
Coverage:
Global warrants that Global developed software will perform
in accordance with 20/20's published specifications. This
warranty also covers:
physical defect in software disks
Period of Coverage:
Global's software warranty is limited to defects detected
and reported within twelve months of original shipment.
Extent of Coverage:
The extent of Global's liability under this warranty as to
such defects is expressly limited to the correction, repair
or replacement of Global software.
C. ORIGINAL EQUIPMENT MANUFACTURER (OEM) EQUIPMENT
Warranty coverage on equipment not manufactured or branded
by Global is limited to the coverage provided by the
manufacturer of equipment.
Upon request, Global will make every reasonable effort to
give that manufacturer's warranty information to Global
customers. This coverage will not necessarily coincide with
the warranty provided by Global on equipment of Global
manufacture.
LIMITATION OF LIABILITY
THE ABOVE WARRANTIES ARE THE FULL EXTENT TO WHICH Global
WARRANTS ITS PRODUCTS AND SOFTWARE. NO OTHER WARRANTY TO
PURCHASERS IS EXPRESSED OR IMPLIED. Global SPECIFICALLY
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANT-ABILITY AND FITNESS
FOR A PARTICULAR USE.
THE LIABILITY OF Global FOR DAMAGES, OTHER THAN FOR PERSONAL
INJURY OR PROPERTY DAMAGE, RELATING TO 20/20's ALLEGED FAILURE
OF PERFORMANCE HEREUNDER OR ANY ALLEGEDLY DEFECTIVE PRODUCT OR
SOFTWARE, WILL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE LIMITED
TO THE ACTUAL PRICE PAID BY THE PURCHASER OF SUCH PRODUCT OR
SOFTWARE, AND WILL IN NO EVENT INCLUDE INCIDENTAL,
CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF GLOBAL IS NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
SCHEDULE "E"
PURCHASE QUOTAS
Quota
*Year 1 1000
Year 2 3500
Year 3 10,000
Year 4 15,000
Year 5 20,000
*Year 1 begins 30 days after delivery of first commercial
Vending Wireless Monitoring unit by issued purchase order or 90
days after signing of this distribution agreement.
